What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-12-15 compared with 2021-12-09 · 724 added, 627 removed, 526 unchanged (72% of the section changed)

41 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

executive officers and directors are as follows:

Executive Office and Director

Financial Officer and Director

Vice President

Van Voorhis was appointed as our Chief Executive Officer on January 27, 2011.

Van Voorhis was re-appointed to our Board of Directors

on March 13, 2009, and served as the Company’s Chief Operating Officer from March 28, 2009 until January 27, 2011.

previously served the Company in various management and board of director roles from December 2003 through December 2006.

Van Voorhis has been the President of Amusement Business Consultants, Inc., an amusement industry consulting company, since its inception

Van Voorhis was President and CEO of Funtime Parks Inc.

(“Funtime”) from 1982 until 1994.

Funtime consisted

of three parks in New York and Ohio and they generated total attendance of 2.6 million visitors in 1993.

Funtime sold the three parks

for $60 million in 1994.

Van Voorhis has over 55 years of experience in the amusement/entertainment industry.

Chief Executive Officer and Director

Chief Financial Officer and Director

Mark Whitfield

Executive Vice President

Dale Van Voorhis

Chairman of the Board of Directors

Charles Kohnen

Jeffery Lococo

Secretary and Director

Brady was appointed President and Chief Executive Officer of the Company effective November 14, 2022.

Brady has served as a Director

of the Company since November 2021.

Brady brings more than a decade of experience in the entertainment, leisure, and hospitality

industry with executive-level experience in strategic planning, mergers and acquisitions, investor relations, financial modeling, and

real estate development.

For the decade proceeding her joining the Company, Ms.

Brady served in a variety of leadership roles of increasing

responsibility with Cedar Fair Entertainment Company including investor relations, strategic planning, M&A activities, resort and

adjacent development and implementation of key growth initiatives.

Prior to joining Cedar Fair Entertainment, Ms.

Brady was a sell-side

analyst at KeyBank Capital markets, covering the fitness, leisure and hospitality sector.

Brady graduated summa cum laude from Penn

State University and received the John Zahniser Female Scholar Athlete Award.

White was appointed the Chief Financial Officer of Parks!

America on May 31, 2013 and was appointed as a Director of the Company effective

January 1, 2014.

America in May 2013 and has served as a Director of the Company since January

Prior to joining the Company, from 1992 through 2011, Mr.

White was an executive with The Scotts Miracle-Gro Company

in a variety of roles, and served most recently as its Vice President, Global Controller from 2005 through 2011.

White was with Price

Waterhouse in Cincinnati, Ohio from 1986 to 1992.

White was an executive with The Scotts Miracle-Gro Company in a variety

of roles, and served most recently as its Vice President, Global Controller from 2005 through 2011.

White was with Price Waterhouse

in Cincinnati, Ohio from 1986 to 1992.

He received a B.A.

in business administration from The Ohio State University and an

MBA from the University of Wisconsin-Madison.

He currently serves on the Board of Managers of Spring Brook Farm Cheese, LLC, which is

wholly owned by the Farms for City Kids Foundation.

in business administration from The Ohio State University and an MBA from the

University of Wisconsin-Madison.

He currently serves on the Board of Managers of Spring Brook Farm Cheese, LLC, which is wholly owned

by the Farms for City Kids Foundation.

Whitfield joined Parks!

America, Inc.

and was appointed Executive Vice President on September 21, 2020.

Whitfield’s 42 year

amusement park career began in 1979 at Six Flags Theme Parks, where he was Manager of Games & Attractions, and Merchandise and Director

of Revenue at six of the current and former Six Flags parks.

and was appointed Executive Vice President in September 2020.

Whitfield’s 43 year amusement

park career began in 1979 at Six Flags Theme Parks, where he was Manager of Games & Attractions, and Merchandise and Director of

Revenue at six of the current and former Six Flags parks.

Most recently, Mr.

7 unchanged sentences

Whitfield has BA in Communication and Political Science and a Master of Liberal Arts from Houston Baptist University.

Brady was appointed as a Director of the Company effective November 12, 2021.

Brady brings more than a decade of experience in the

entertainment, leisure, and hospitality industry with executive-level experience in strategic planning, mergers and acquisitions, investor

relations, financial modeling, and real estate development.

Brady started her career as a sell-side analyst at KeyBank Capital markets,

covering the leisure and hospitality sector.

Upon joining Cedar Fair Entertainment Company (“FUN”), Ms.

Brady played an integral

role within investor relations, leading communications efforts with both the sell-side and buy side.

Brady was promoted to the Director

of Business Development where she served as a key leader in the company’s strategic growth initiatives.

Brady graduated summa

cum laude from Penn State University and received the John Zahniser Female Scholar Athlete Award.

Gannon has been a Director of the Company since December 2019.

Gannon has 33 years of experience in the amusement park, water park,

and zoo industry.

Van Voorhis currently serves as Chairman of the Company’s Board of Directors and as a special advisor to the CEO.

served as the Company’s interim President and CEO from June 1, 2022 until November 14, 2022.

Van Voorhis served as the Company’s

CEO from January 2011 through May 2022.

Van Voorhis was re-appointed to our Board of Directors in March 2009 and served as the Company’s

Chief Operating Officer from March 2009 until January 2011.

Van Voorhis previously served the Company in various management and board

of director roles from December 2003 through December 2006.

In addition, Mr.

Van Voorhis has been the President of Amusement Business

Consultants, Inc., an amusement industry consulting company since its inception in 1994.

Van Voorhis was President and CEO of Funtime

(“Funtime”) from 1982 until 1994.

Funtime consisted of three parks in New York and Ohio, and they generated total

attendance of 2.6 million visitors in 1993.

Funtime sold the three parks for $60 million in 1994.

Van Voorhis has over 55 years of

experience in the amusement/entertainment industry.

Gannon has served as a Director of the Company since December 2019 and was appointed Chairman of the Audit Committee in June 2021.

Gannon has 33 years of experience in the amusement park, water park, and zoo industry.

After 14 years of service, Mr.

Gannon retired from the Columbus Zoo and Aquarium in January 2020, most recently serving

as its Senior Vice President responsible for managing all for profit ventures, including its water park, its amusement park section and

its golf course.

Prior to joining the Columbus Zoo and Aquarium, Mr.

Gannon retired

from the Columbus Zoo and Aquarium in January 2020, most recently serving as its Senior Vice President responsible for managing all for

profit ventures, including its water park, its amusement park section and its golf course.

Prior to joining the Columbus Zoo and Aquarium,

Gannon was with Six Flags, Premier Parks and Funtime Inc.

combined total of 19 years.

for a combined total of 19 years.

During his time with Six Flags, Mr.

Gannon served as Vice President of Finance, with responsibility over

the eastern United States and Europe.

Gannon started his career as a CPA with Ernst & Young.

Gannon is a member of the International

Association of Amusement Parks and Attractions (“IAAPA”) and the World Waterpark Association (WWA).

In 2017, Governor John

Kasich appointed Mr.

Gannon to the Ohio Department of Agriculture Advisory Board on Amusement Ride Safety.

Gannon earned a Bachelor

of Science degree in Accounting from the University of Akron.

Kohnen has been a director of the Company since October 19, 2010.

Kohnen has a diverse business background including experience with

planning and executing management strategies for turnaround companies.

From 1998 to 2006 he was Managing Partner of Kohnen Realty Co.,

a real estate and stock investment company that he co-founded, where he was responsible for all aspects of the business including the

coordination of all legal, accounting and buyout matters.

served as Vice President of Finance, with responsibility over the eastern United States and Europe.

Gannon started his career as

a CPA with Ernst & Young.

Gannon is a member of the International Association of Amusement Parks and Attractions (“IAAPA”)

and the World Waterpark Association (WWA).

In 2017, Governor John Kasich appointed Mr.

Gannon to the Ohio Department of Agriculture Advisory

Board on Amusement Ride Safety.

Gannon earned a Bachelor of Science degree in Accounting from the University of Akron.

Kohnen has served as a Director of the Company since October 2010.

Kohnen has a diverse business background including experience

with planning and executing management strategies for turnaround companies.

From 1998 to 2006 he was Managing Partner of Kohnen Realty

Co., a real estate and stock investment company that he co-founded, where he was responsible for all aspects of the business including

the coordination of all legal, accounting and buyout matters.

Kohnen has also served as Chairman of a privately held restaurant located

2 unchanged sentences

Business from Miami University in Oxford, Ohio.

Lococo was appointed Secretary of the Company on January 27, 2011 and has been a Director of the Company since May 2006.

President of Lococo Company LLC, an industry leading consulting firm in the amusement and resort industry segment.

Lococo began his

career with the Marriott Corporation theme park division, and progressed through middle management to General Manager level in 1990 with

Lococo has served as a Director of the Company since May 2006 and was appointed Secretary of the Company in January 2011.

is President of Lococo Company LLC, an industry-leading consulting firm in the amusement and resort industry segment.

his career with the Marriott Corporation theme park division and progressed through middle management to General Manager level in 1990

with Funtime.

From 1994 to 2000, Mr.

Lococo held various executive vice president level positions with Six Flags Inc.

Lococo joined Great

Wolf Resorts Inc.

in March of 2000 as General Manager of Great Wolf Lodge Sandusky, Ohio, and in 2005, was promoted to Corporate Vice

President of Resort Operations for all Great Wolf Lodge Resorts.

Lococo joined

Great Wolf Resorts Inc.

in March of 2000 as General Manager of Great Wolf Lodge Sandusky, Ohio, and in 2005, was promoted to Corporate

Vice President of Resort Operations for all Great Wolf Lodge Resorts.

Lococo has over 35 years of experience in the theme/water park,

entertainment and hospitality industry.

Ruffolo was appointed as a Director of the Company effective November 12, 2021.

Ruffolo brings three decades of consumer goods, specialty

retail, marketing, innovation, and executive leadership experience to the Parks!

America Board.

Ruffolo has served as a Director of the Company since November 2021 and was appointed Chairman of the Strategic Growth Committee in

Ruffolo has over three decades of consumer goods, specialty retail, marketing, innovation, and executive leadership experience.

In his first twenty years, Mr.

held brand management roles at P&G, SC Johnson, and Nestle Purina, as well as senior executive roles leading the brand, marketing,

and innovation departments at Yankee Candle and Bath & Body Works where he received multiple patents including for the multi-billion

dollar launch of the Wallflowers home fragrance business.

In the last ten years, as CEO & President, Mr.

Ruffolo has led the successful

turnaround and growth of several private equity-backed portfolio companies including Sensible Organics, CR Brands, Enviroscent, and Phelps

Pet Products.

Ruffolo is a dual citizen of the U.S.

and Italy, was a NCAA Division I athlete and graduated summa cum laude in marketing

and business administration from the University of Dayton, and received his MBA with honors from Washington University in St.

Ruffolo held brand management roles at P&G, SC Johnson, and Nestle Purina, as well as senior

executive roles leading the brand, marketing, and innovation departments at Yankee Candle and Bath & Body Works where he

received multiple patents including for the multi-billion dollar launch of the Wallflowers home fragrance business.

Over the last

eleven years, as CEO & President, Mr.

Ruffolo has led the successful turnaround and growth of several private equity-backed

portfolio companies including Sensible Organics, CR Brands, Enviroscent, and Phelps Pet Products.

Ruffolo is a dual citizen of

and Italy, was a NCAA Division I athlete and graduated summa cum laude in marketing and business administration from the

University of Dayton, and received his MBA with honors from Washington University in St.

in Certain Legal Proceedings

9 unchanged sentences

jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures

commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant,

any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an

investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment

company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection

with such activity;

Engaging in any type

of business practice;

Engaging in any activity

in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities

laws or Federal commodities laws;

as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage

transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the

foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee

of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice

in connection with such activity;

in any type of business practice;

in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal

or State securities laws or Federal commodities laws;

person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State

27 unchanged sentences

Our Audit Committee is comprised of three

directors, John Gannon, Charles Kohnen, and Jeffery Lococo.

The Board has determined that John Gannon qualifies as an “audit committee

financial expert” as that term is defined in the applicable SEC Rules.

directors, John Gannon (Chairman), Charles Kohnen, and Dale Van Voorhis.

The Board has determined that John Gannon qualifies as an “audit

committee financial expert” as that term is defined in the applicable SEC Rules.

Audit Committee met four times in the twelve-month period ended October 2, 2022.

2 unchanged sentences

The Compensation Committee is composed of

three Directors, John Gannon, Charles Kohnen, and Jeffery Lococo.

Compensation Committee met one time during the twelve-month period ended October 3, 2021.

three directors, John Gannon, Charles Kohnen, and Jeffery Lococo (Chairman).

Compensation Committee met eight times during the twelve-month period ended October 2, 2022.

Growth Committee

Strategic Growth Committee was established effective May 31, 2022 and is responsible for:

(1) working with the CEO to lead the development

of a strategic plan and associated periodic updates, and annual goal setting;

and (2) leading or assisting in the process of recruitment

and hiring of key Company personnel.

The Strategic Growth Committee is composed of three directors, Charles Kohnen, Rick Ruffolo (Chairman)

and Dale Van Voorhis, and Lisa Brady works closely with this Committee

Strategic Growth Committee met eight times during the twelve-month period ended October 2, 2022.

have not adopted a Code of Ethics.

10 unchanged sentences

following table sets forth information regarding compensation paid to our principal executive officer, principal financial officer, and

our other executive officers, for the years ended October 3, 2021, September 27, 2020 and September 29, 2019.

our other executive officers, for the years ended October 2, 2022, October 3, 2021 and September 27, 2020.

Incentive Plan Compensation

1 unchanged sentence

Other Compensation

Officer and Director

Executive Officer and

Vice President

President of Safari

Officer and Director

Operating Officer

Financial Officer and

Effective October 31, 2021, Mr.

Newman resigned his employment with the Company.

On November 28, 2018, Mr.

Meikle passed away.

following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made

4 unchanged sentences

Other Compensation

On January 14, 2021, Mr.

Jump passed away.

Historically,

each director was awarded an annual grant of 25,000 Shares for their service to the Company.

Beginning in our 2018 fiscal year, we provided

each director with the option of receiving their annual grant in Shares or the cash equivalent, based on the Share price on the date

Beginning in our 2020 fiscal year, our annual director compensation is based on a dollar award, with each director provided

the option of receiving that compensation in all Shares, all cash or a combination thereof.

as of June 1, 2020, the Company and Dale Van Voorhis, the Company’s Chairman and Chief Executive Officer, entered into an employment

agreement (the “2020 Van Voorhis Employment Agreement”).

Dale Van Voorhis

Charles Kohnen

Jeffery Lococo

Richard Ruffolo

our 2020 fiscal year, our annual director compensation is based on a dollar award, with each director provided the option of receiving

that compensation in all Shares, all cash or a combination thereof.

November 14, 2022, the Company and Lisa Brady, the Company’s President and Chief Executive Officer, entered into an employment

agreement (the “Brady Employment Agreement”).

Pursuant to the Brady Employment Agreement, Ms.

Brady receives an initial base

annual compensation in the amount of $175,000 per year, subject to annual review by the Board of Directors.

Brady is entitled to

receive an annual Performance Incentive of up 25% of her base annual compensation, subject to performance milestones.

Brady is also

scheduled to receive awards of shares of Company stock, $50,000 after the first ninety days of employment, and $50,000, $60,000, $70,000

and $75,000 as of the last day of the Company’s fiscal year from its 2023 fiscal year through its 2026 fiscal year, respectively.

The number of shares awarded is to be based on the average price of the Company’s stock on the date of the award.

Each award will

vest ratably over three year period.

Brady also received a $5,000 sign-on bonus.

The Brady Employment Agreement has a term of five

years and entitles Mr.

Brady to participate in any deferred compensation plan the Company may adopt during the term of her employment

with the Company.

June 1, 2022, the Company and Dale Van Voorhis, the Company’s Chairman of the Board, entered into an employment agreement (the

“2022 Van Voorhis Employment Agreement”).

Van Voorhis has been part of the Company’s executive management

since 2009 and most recently served as the Company’s Interim CEO until Ms.

Brady was hired.

Van Voorhis will serve as

Special Advisor to the CEO through May 31, 2023.

Pursuant to the 2022 Van Voorhis Employment Agreement, Mr.

receives an initial base annual compensation in the amount of $100,000 per year, subject to annual review by the Board of Directors.

The 2020 Van Voorhis Employment Agreement has a term of two years and entitles Mr.

Van Voorhis to participate in any deferred compensation

plan the Company may adopt during the term of his employment with the Company.

as of January 1, 2019, the Company and Todd R.

White, the Company’s Chief Financial Officer, entered into an employment agreement

Van Voorhis receives

annual compensation in the amount of $100,000 through May 31, 2023 and $50,000 from June 1, 2023 through May 31, 2024.

Van Voorhis will serve as a member of the Company’s Strategic Growth and Audit Committees during the two year term of his

employment with the Company.

January 1, 2022, the Company and Todd R.

White, the Company’s Chief Financial Officer, entered into an employment agreement (the

“2022 White Employment Agreement”).

Pursuant to the 2022 White Employment Agreement, Mr.

White receives an initial base annual

compensation in the amount of $90,000 per year, subject to annual review by the Board of Directors.

The 2022 White Employment Agreement

The 2019 White Employment Agreement has a term of three years, with minimum annual

compensation of $70,000 in year one, $75,000 in year two and $80,000 in year three.

Effective January 1, 2021, Mr.

White’s annual

compensation was changed to $90,000.

White is entitled to participate in any deferred compensation plan the Company may

adopt during the term of his employment with the Company.

as of May 1, 2018, the Company entered into an employment agreement with Michael D.

has a term of two years and entitles Mr.

White to participate in any deferred compensation plan the Company may adopt during the term

of his employment with the Company.

of the foregoing employment agreements contains provisions for severance compensation in the event an agreement is (i) terminated early

by the Company without cause ($371,667 in aggregate) or (ii) in the event of a change in control of the Company ($431,667 in aggregate),

as well as disability and death payment provisions ($199,667 in aggregate).

As of October 2, 2022, the Company has not adopted any deferred

compensation plans.

May 1, 2018, the Company entered into an employment agreement with Michael D.

Newman (the “Newman Employment Agreement”)

7 unchanged sentences

Effective as of May 1,

Newman’s annual compensation was set at $108,000.

The Newman Employment Agreement had a term of five years and entitled

Newman to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

Effective October 31, 2021, Mr.

Newman’s annual compensation was changed to $108,000.

The Newman Employment Agreement had a term of five years.

October 31, 2021, Mr.

Newman resigned his employment with the Company.

of October 3, 2021, the Company has not adopted any deferred compensation plans.

Each of the foregoing employment agreements contains

provisions for severance compensation in the event an agreement is (i) terminated early by the Company without cause ($116,667 in aggregate)

or (ii) in the event of a change in control of the Company ($381,667 in aggregate), as well as disability and death payment provisions

($95,000 in aggregate).

as of July 1, 2017, the Company and James Meikle, then the Company’s President and Chief Operating Officer, entered into the “2017

Meikle Employment Agreement”.

The 2017 Meikle Employment Agreement had a term of two years, with an initial base annual compensation

in the amount of $135,000 per year.

On November 28, 2018, Mr.

Meikle passed away.

Pursuant to the death benefit terms of the 2017 Meikle

Employment Agreement, during the three month period ended December 30, 2019, the Company recorded a provision of approximately $88,000,

which was distributed to his estate on January 15, 2020.

Option and Award Plan

12 unchanged sentences

persons, beneficial ownership as of December 9, 2022.

Except as may be indicated in the footnotes to the table and subject to

applicable community property laws, each person has the sole voting and investment power with respect to the shares owned.

of each beneficial owner is care of Parks!

America, Inc., 1300 Oak Grove Road, Pine Mountain, GA 31822, unless otherwise set forth below

that person’s name.

Except as may be indicated in the footnotes to the table and subject to applicable

community property laws, each person has the sole voting and investment power with respect to the shares owned.

The address of each beneficial

owner is care of Parks!

America, Inc., 1300 Oak Grove Road, Pine Mountain, GA 31822, unless otherwise set forth below that person’s

of Shares Owned

1 unchanged sentence

Financial Officer and Director

of the Board of Directors

Compounding Fund, LP

19 unchanged sentences

relative or spouse of any of the foregoing persons who has the same house as such person.

the members of the Company’s Board of Directors, Lisa Brady, John Gannon, Charles Kohnen, Jeffery Lococo and Rick Ruffolo are considered

to be independent under the listing standards of the Rules of NASDAQ set forth in the NASDAQ Manual (note, our common shares are not

currently listed on NASDAQ or any other national securities exchange, and this reference is used for definitional purposes only).

the members of the Company’s Board of Directors, John Gannon, Charles Kohnen, Jeffery Lococo and Rick Ruffolo are considered independent

under the listing standards of the Rules of NASDAQ set forth in the NASDAQ Manual (note, our common shares are not currently listed on

NASDAQ or any other national securities exchange, and this reference is used for definitional purposes only).

PRINCIPAL ACCOUNTANT FEES AND SERVICES

disclosed on a Form 8-K filed with the U.S.

Securities and Exchange Commission on April 10, 2020, GBQ Partners LLC was appointed as

our independent registered accounting firm effective April 8, 2020.

Our prior independent registered public accounting firm, Tama,

Budaj & Raab, P.C.

Certified Public Accountants (“TBR”), resigned as effective April 8, 2020.

a combined basis, fees billed by our independent registered public accounting firms, for the audit and quarterly reviews of our financial

statements and services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements

for the years ended October 3, 2021 and September 27, 2020 were approximately $55,000 and $48,500, respectively.

aggregate fees billed by TBR, for professional services rendered for tax compliance, tax advice and tax planning for the years ended

October 3, 2021 and September 27, 2020 were approximately $13,000 and $6,500, respectively.

independent registered public accounting firms billed no other fees for the years ended October 3, 2021 and September 27, 2020.

Partners LLC was appointed as our independent registered accounting firm effective April 8, 2020.

billed by our independent registered public accounting firm, for the audit and quarterly reviews of our financial statements and services

that are normally provided by an accountant in connection with statutory and regulatory filings or engagements for the years ended October

2, 2022 and October 3, 2021 were approximately $55,000 and $55,000, respectively.

independent registered public accounting firm billed no other fees for the years ended October 2, 2022 and October 3, 2021.

Committee Pre-Approval Policies and Procedures

10 unchanged sentences

Amended Bylaws of the Company as of June 12, 2012 (incorporated by reference to the Report on Form 8-K filed by with the Securities and Exchange Commission on July 16, 2012).

of the Registrant.

of GBQ Partners LLC dated December 9, 2021.

Certification

by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302

of the Sarbanes-Oxley Act of 2002.

Certification

by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302

of the Sarbanes-Oxley Act of 2002.

Certification

by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title

18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Subsidiaries of the Registrant.

Consent of GBQ Partners LLC dated December 15, 2022.

Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification

1 unchanged sentence

18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf as of

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definitions Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf as of December

15, 2022 by the undersigned, thereunto duly authorized.

AMERICA, INC.

Dale Van Voorhis

Executive Officer and Director

2 unchanged sentences

and on the dates indicated.

Dale Van Voorhis

Executive Officer and Director

Executive Officer)

December 15, 2022

Dale Van Voorhis

December 15, 2022

Charles Kohnen

December 15, 2022

Jeffery Lococo

December 15, 2022

Financial Officer and Director

Financial Officer)

December 15, 2022

AMERICA, INC.

3 unchanged sentences

America and Subsidiaries

of Independent Registered Public Accounting Firm

Balance Sheets as of October 3, 2021 and September 27, 2020

Statements of Operations for the years ended October 3, 2021 and September 27, 2020

Statement of Changes in Stockholders’ Equity for the years ended October 3, 2021 and September 27, 2020

Statements of Cash Flows for the years ended October 3, 2021 and September 27, 2020

to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm PCAOB ID 1808

Consolidated Balance Sheets as of October 2, 2022 and October 3, 2021

Consolidated Statements of Operations for the years ended October 2, 2022 and October 3, 2021

Consolidated Statement of Changes in Stockholders’ Equity for the years ended October 2, 2022 and October 3, 2021

Consolidated Statements of Cash Flows for the years ended October 2, 2022 and October 3, 2021

Notes to the Consolidated Financial Statements

of Directors and Shareholders

America, Inc.

of Independent Registered Public Accounting Firm

on the Consolidated Financial Statements

2 unchanged sentences

(the “Company”) as of October 2, 2022 and

September 27 2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended,

October 3, 2021, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended,

and related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of October 3, 2021 and

September 27, 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

financial statements present fairly, in all material respects, the financial position of the Company as of October 2, 2022 and October

3, 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally

accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

1 unchanged sentence

on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance

with the U.S.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to

error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but

not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

we express no such opinion.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

2 unchanged sentences

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting

principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

3 unchanged sentences

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit

matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical

audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Redemption Rate Used to Determine Online Ticket Sales for Deferred Revenue

can purchase online admission tickets in advance of their visit.

These tickets can be used anytime during a twelve month period following

the date of the ticket purchase.

For such purchases, the Company estimates a redemption rate based on historical experience and other

factors and assumptions the Company believes to be customary and reasonable.

The remaining portion of online ticket sales represents

tickets expected to go unused.

The Company recognizes a pro-rata portion of the expected unused ticket revenue over time.

reviews the estimated redemption rate on an ongoing basis and revises it as necessary.

As of October 3, 2021, $192,801 of deferred revenue

related to the consideration received for advance online ticket sales.

identified the evaluation of the estimated redemption rate used to determine deferred revenue for online ticket sales as a critical audit

Subjective auditor judgment was required to evaluate the effect of historical customer usage patterns on the estimated rate of

future use assumption.

following are the primary procedures we performed to address this critical audit matter.

We obtained an understanding and evaluated the

design of controls over the Company’s process to develop the estimated redemption rate.

We evaluated historical periods’

ticket redemption activity for indication of significant changes in customer behavior and to determine whether changes in the historical

activity were consistent with changes in the Company’s business that impact the estimated redemption rate assumption.

trends of customers’ historical redemption patterns to the Company’s estimated redemption rate assumption.

We assessed the

outstanding online ticket data utilized by the Company to derive the redemption rate assumption by comparing it to relevant underlying

documentation.

The communication of a critical audit matter

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of Impairment on Long Lived Assets

As described in Note 2 of the consolidated

financial statements, the Company’s long-lived tangible assets are stated at cost, less accumulated depreciation and amortization.

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of

an asset or group of assets may not be recoverable.

If such conditions are present, the Company determines if the assets are recoverable

by comparing the sum of the undiscounted cash flows to the assets’ carrying amounts.

If the carrying amounts are greater, then the

assets are not recoverable.

We identified the Company’s recoverability

analyses of long lived assets as a critical audit matter because of the operating losses at the Missouri and Texas parks and the significant

judgments made by management to estimate the recoverability of these groups of assets.

A high degree of auditor judgment and an increased

extent of effort was required when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions.

Our audit procedures related to the recoverability

analyses of these long-lived asset groups included obtaining an understanding and evaluating the procedures and assumptions utilized in

management’s recoverability analyses.

To test the Company’s estimated future undiscounted cash flow analyses, we performed

audit procedures that included, among others, testing significant assumptions and the underlying data used by the Company in its recoverability

analyses, and evaluating the methodologies applied by management.

GBQ Partners LLC

3 unchanged sentences

BALANCE SHEETS

of October 3, 2021 and September 27, 2020

current assets

and equipment, net

AND STOCKHOLDERS’ EQUITY

current liabilities

portion of long-term debt, net

current liabilities

Stockholders’

300,000,000 shares authorized,

at $ .001 par value;

75,124,087 and 75,021,537

shares issued and outstanding, respectively

in excess of par

stockholders’ equity

of October 2, 2022 and October 3, 2021

October 2, 2022

October 3, 2021

Accounts receivable

Prepaid expenses

Total current assets

Property and equipment, net

Intangible assets, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable

Other current liabilities

Current portion of long-term debt, net

Total current liabilities

Long-term debt, net

Total liabilities

Stockholders’ equity

Common stock;

300,000,000 shares authorized, at $ .001 par value;

and 75,124,087 shares issued and outstanding, respectively

Capital in excess of par

Treasury stock

Retained earnings

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes are an integral part of these consolidated financial statements .

2 unchanged sentences

STATEMENTS OF OPERATIONS

the Years Ended October 3, 2021 and September 27, 2020

the year ended

general and administrative

and amortization

damage insurance recovery

on disposal of operating assets

from operations

on extinguishment of debt

before income taxes

tax provision

per share - basic and diluted

average shares

outstanding (in 000’s) - basic and diluted

the Years Ended October 2, 2022 and October 3, 2021

For the year ended

October 2, 2022

October 3, 2021

Sale of animals

Total net sales

Cost of sales

Selling, general and administrative

Depreciation and amortization

Legal settlement

(Gain) loss on disposal of operating assets

Income from operations

Other income, net

Gain on extinguishment of debt

Interest expense

Income before income taxes

Income tax provision

Income per share - basic and diluted

Weighted average shares outstanding (in 000’s) - basic

accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

the Years Ended October 3, 2021 and September 27, 2020

at September 29, 2019

of common stock to Directors

income for the year

ended September 27, 2020

at September 27, 2020

Beginning balance, value

of common stock to Directors

income for the year

ended October 3, 2021

at October 3, 2021

balance, value

the Years Ended October 2, 2022 and October 3, 2021

Treasury Stock

Retained Earnings

Balance at September 27, 2020

Issuance of common stock to Directors

Net income for the year ended October 3, 2021

Balance at October 3, 2021

Beginning balance

Issuance of common stock to Directors and an Officer

Retirement of Treasury Stock

Net income for the year ended October 2, 2022

Balance at October 2, 2022

Ending balance

accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

STATEMENTS OF CASH FLOWS

the Years Ended October 3, 2021 and September 27, 2020

the year ended

Reconciliation

of net income to net cash provided by operating activities:

and amortization expense

expense - debt financing cost amortization

expense - loan discount amortization

on disposal of assets

on extinguishment of debt

in assets and liabilities

decrease in accounts receivable

decrease in inventory

decrease in prepaid expenses

(decrease) in accounts payable

(decrease) in other current liabilities

cash provided by operating activities

of property and equipment

of Aggieland Safari

the Years Ended October 2, 2022 and October 3, 2021

For the year ended

October 2, 2022

October 3, 2021

OPERATING ACTIVITIES:

Reconciliation of net income to net cash provided by operating activities:

Depreciation and amortization expense

Amortization of right of use asset

Interest expense - debt financing cost amortization

Interest expense - financing lease

Interest expense - loan discount amortization

Stock-based compensation

(Gain) loss on disposal of assets

Gain on extinguishment of debt

Changes in assets and liabilities

(Increase) decrease in accounts receivable

(Increase) decrease in inventory

(Increase) decrease in prepaid expenses

Increase (decrease) in accounts payable

Increase (decrease) in other current liabilities

Net cash provided by operating activities

INVESTING ACTIVITIES:

Acquisition of property and equipment

( 1,839,391 )

registrations

from the disposition of property and equipment

cash used in investing activities

Proceeds from the disposition of property and equipment

Net cash used in investing activities

( 1,856,838 )

on 2018 Term Loan

FINANCING ACTIVITIES:

Payments on 2020 Term Loan

( 1,173,589 )

on 2020 Term Loan

Payments on 2021 Term Loan

Principal payments on finance lease obligation

Payments on 2018 Term Loan

( 1,164,113 )

on 2021 Term Loan

of Note to Seller of Aggieland Safari

from 2021 Term Loan

from 2020 Term Loan

from Paycheck Protection Program Loans

financing costs

cash (used in) provided by financing activities

Payment of Note to Seller of Aggieland Safari

Proceeds from 2021 Term Loan

Debt financing costs

Net cash used in financing activities

( 1,200,162 )

increase in cash

at beginning of period

at end of period

Cash Flow Information:

paid for interest

paid for income taxes

Investing and Financing Activities:

to Seller of Aggieland Safari

Net (decrease) increase in cash

( 1,182,312 )

Cash at beginning of period

Cash at end of period

Supplemental Cash Flow Information:

Cash paid for interest

Cash paid for income taxes

accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

America, Inc.

(“Parks!” or the “Company”) was originally incorporated on July 30, 1954 as Painted Desert Uranium

& Oil Co., Inc.

(“Parks!” or the “Company”) owns and operates through wholly owned subsidiaries three regional

theme parks and is in the business of acquiring, developing and operating local and regional theme parks and attractions in the United

The Company’s wholly owned subsidiaries are Wild Animal Safari, Inc.

a Georgia corporation (“Wild Animal –

Georgia”), Wild Animal, Inc., a Missouri corporation (“Wild Animal – Missouri”), and Aggieland-Parks, Inc., a

Texas corporation (“Aggieland Wild Animal – Texas”).

Wild Animal – Georgia owns and operates the Wild Animal

Safari theme park in Pine Mountain, Georgia (the “Georgia Park”).

Wild Animal – Missouri owns and operates the Wild

Animal Safari theme park located in Strafford, Missouri (the “Missouri Park”).

Aggieland Wild Animal – Texas owns and

operates the Aggieland Wild Animal Safari theme park near Bryan/College Station, Texas (the “Texas Park”).

The Company acquired

the Georgia Park on June 13, 2005, the Missouri Park on March 5, 2008, and the Texas Park on April 27, 2020.

Company was originally incorporated on July 30, 1954 as Painted Desert Uranium & Oil Co., Inc.

in Washington State.

On October 1, 2002, Painted Desert Uranium & Oil Co., Inc.

changed its name to Royal Pacific

Resources, Inc.

and its corporate domicile to the State of Nevada .

December 19, 2003, Royal Pacific Resources, Inc.

acquired the assets of Great Western Parks LLC pursuant to a Share Exchange Agreement

that resulted in the Company assuming control and changing the corporate name to Great American Family Parks, Inc.

The acquisition was

accounted for as a reverse acquisition in which Great Western Parks was considered to be the acquirer of Royal Pacific Resources for

reporting purposes.

On October 1,

2002, Painted Desert Uranium & Oil Co., Inc.

changed its name to Royal Pacific Resources, Inc.

and its corporate domicile to the

State of Nevada .

On December 19, 2003, Royal Pacific Resources, Inc.

acquired the assets of Great Western Parks LLC pursuant to a Share

Exchange Agreement that resulted in the Company assuming control and changing the corporate name to Great American Family Parks, Inc.

The acquisition was accounted for as a reverse acquisition in which Great Western Parks was considered the acquirer of Royal Pacific

Resources for reporting purposes.

On June 11, 2008, the Company changed its name from Great American Family Parks, Inc.

America, Inc.

Company owns and operates through wholly owned subsidiaries three regional theme parks and is in the business of acquiring, developing

and operating local and regional theme parks and attractions in the United States.

The Company’s wholly owned subsidiaries are

Wild Animal Safari, Inc.

a Georgia corporation (“Wild Animal – Georgia”), Wild Animal, Inc., a Missouri corporation

(“Wild Animal – Missouri”), and Aggieland-Parks, Inc., a Texas corporation (“Aggieland Wild Animal – Texas”).

Wild Animal – Georgia owns and operates the Wild Animal Safari theme park in Pine Mountain, Georgia (the “Georgia Park”).

Wild Animal – Missouri owns and operates the Wild Animal Safari theme park located in Strafford, Missouri (the “Missouri

Aggieland Wild Animal – Texas owns and operates the Aggieland Wild Animal Safari theme park near Bryan/College Station,

Texas (the “Texas Park”).

The Company acquired the Georgia Park on June 13, 2005, the Missouri Park on March 5, 2008, and

the Texas Park on April 27, 2020.

Company’s Parks are open year round, but experience increased seasonal attendance, typically beginning in the latter half of March

through early September.

As a result, combined third and fourth quarter net sales have historically ranged from 68% to 72% of annual

attendance based net sales.

For the Company’s 2021 fiscal year, the first full year including Aggieland Safari, combined third

and fourth quarter net sales were approximately 60% of annual attendance based net sales.

March 2020, the World Health Organization characterized COVID-19, a disease caused by a novel strain of a coronavirus, as a pandemic.

The rapid spread of COVID-19 has resulted in governmental authorities throughout the United States implementing a variety of containment

measures with the objective of slowing the spread of the virus, including travel restrictions, shelter-in-place orders and business shutdowns.

The COVID-19 pandemic and these containment measures have had, and could continue to have, a material impact on the Company’s business.

rapid acceleration of the COVID-19 pandemic in the United States occurred at the beginning of the Company’s annual high season.

Beginning the week of March 9, 2020, the Company began to see a significant reduction in paid attendance at its Georgia and Missouri

Effective April 3, 2020, the Company’s Georgia and Missouri Parks were closed as a result of shelter-in-place mandates in

Georgia and Missouri.

Also note that prior to the acquisition of the Texas Park, its operations were suspended for the majority of April

2020 due to a shelter-in-place mandate in Texas.

Company’s Parks are open year round, but experience increased seasonal attendance, typically beginning in the latter half of

March through early September.

Combined third and fourth quarter attendance based net sales were 62.1% and 60.3% of annual

attendance based net sales for the Company’s 2022 and 2021 fiscal years, respectively.

Considerations

response to the outbreak of the COVID-19 pandemic, governmental authorities throughout the United States implemented a variety of

containment measures with the objective of slowing the spread of the virus, including travel restrictions, shelter-in-place orders

and business shutdowns.

The Company implemented several measures to mitigate the impacts of the pandemic on our business and

financial position.

During the initial shutdown period, the Company reduced staffing, applied for and received Paycheck Protection

Program (“PPP”) loans and reduced discretionary spending.

In addition, the Company delayed closing the Texas Park

acquisition to renegotiate various terms, primarily focused on reducing the cash requirements of the acquisition in the subsequent

early April 2020, the Company’s Georgia and Missouri Parks closed to the public due to shelter-in-place mandates.

the Company’s Texas Park, was closed to the public for the month prior to its acquisition, due to a shelter-in-place mandate.

compliance with respective state issued guidelines, each of the Company’s parks reopened in early May 2020.

After reopening, attendance

levels increased significantly at each of the Company’s parks for the balance of its 2020 fiscal year, which continued throughout

its 2021 fiscal year in comparison to comparable pre-COVID-19 periods.

While attendance based net sales remain higher compared to comparable

pre-COVID-19 periods, the Company experienced a decline in comparable year-over-year attendance based net sales and attendance for the

last 22 weeks of its 2021 fiscal year and for its entire 2022 fiscal year, respectively.

the COVID-19 pandemic illustrates, the Company’s future operations are dependent on factors outside of management’s knowledge

or control, including the duration and severity of this pandemic or similar public health risks.

Although we have experienced attendance

gains and strong cash flows subsequent to reopening our parks after the initial closures at the beginning of the pandemic, there may

be longer-term negative impacts to the Company’s business, results of operations and cash flows, and financial condition as a result

of the COVID-19 pandemic.

These negative impacts may include changes in customer behavior and preferences, increases in operating expenses

to meet consumer expectations and perceptions, limitations in our ability to recruit and maintain staffing, as well as increasing wages

required retain and recruit staff.

There is also the potential for attendance levels at our parks to moderate or decline as alternative

entertainment venues are now open and consumers have broader travel and entertainment options.

There is also the possibility that one,

or a combination of these risk factors, may a material negative impact on the Company’s business, results of operations, cash flows,

and financial condition.

AMERICA, INC.

1 unchanged sentence

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION (CONTINUED)

compliance with respective state issued guidelines, the Georgia Park and the Texas Park each reopened on May 1, 2020, and the Missouri

Park reopened on May 4, 2020.

Subsequent to reopening, attendance levels were strong at each of the Company’s three Parks for the

balance of its 2020 fiscal year, which continued throughout its 2021 fiscal year in comparison to pre-COVID-19.

However, there may be

longer-term negative impacts to the Company’s business, results of operations and cash flows, and financial condition as a result

of the COVID-19 pandemic.

These negative impacts may include changes in customer behavior and preferences causing significant volatility

or reductions in Park attendance, increases in operating expenses to comply with additional hygiene-related protocols, limitations in

the Company’s ability to recruit and maintain staffing, limitations on the Company’s employees ability to work and travel,

and significant changes in the economic or political conditions in the areas the Company’s Parks are located.

Despite the Company’s

efforts to manage these potential impacts, the ultimate impact may be material, and will depend on a number of factors beyond its control,

including the duration and severity of the COVID-19 pandemic and actions by governmental authorities taken to contain its spread and

mitigate its public

health effects.

There is also the potential for attendance levels at the Company’s Parks to moderate or decline as alternative

entertainment venues reopen to full capacity once the COVID-19 pandemic has run its course or vaccines are widely adopted and proven

While attendance based net sales remain strong versus the comparable pre-COVID-19 period, the Company experienced a decline

in attendance based net sales and attendance for weeks 32 through 53 of its 2021 fiscal year versus the comparable period of its 2020

SIGNIFICANT ACCOUNTING POLICIES

of Presentation :

The Company’s consolidated financial statements are presented in accordance with accounting principles

generally accepted in the United States of America (“GAAP”).

The Company believes that the disclosures made are adequate

to make the information presented not misleading.

The information reflects all adjustments that, in the opinion of management, are necessary

for a fair presentation of the financial position and results of operations for the periods set forth herein.

The Company’s consolidated financial statements are presented in accordance with accounting

principles generally accepted in the United States of America (“GAAP”).

The Company believes that the disclosures made

are adequate to make the information presented not misleading.

The information reflects all adjustments that, in the opinion of

management, are necessary for a fair presentation of the Company’s financial position and results of its operations for the

periods set forth herein.

of Consolidation :

13 unchanged sentences

For the 2022 fiscal year, October 2 was the closest Sunday, and

for the 2020 fiscal year, September 27 was the closest Sunday.

The 2021 fiscal year was comprised of 53-weeks, while the 2020 fiscal

year was comprised of 52-weeks.

for the 2021 fiscal year, October 3 was the closest Sunday.

The 2022 fiscal year was comprised of 52-weeks, while the 2021 fiscal year

was comprised of 53-weeks.

This fiscal calendar aligns the Company’s fiscal periods closely with the seasonality of its business.

2 unchanged sentences

and preparation for the next busy season, which typically begins at Spring Break and runs through Labor Day.

Combinations :

The Company accounts for acquisitions in accordance with Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) 805, Business Combinations .

In purchase accounting, identifiable assets

acquired, and liabilities assumed, are recognized at their estimated fair values at the acquisition date, and any remaining purchase

price is recorded as goodwill.

In determining the fair values of assets acquired and liabilities assumed, the Company makes significant

estimates and assumptions, particularly with respect to long-lived tangible and intangible assets.

Critical estimates used in valuing

tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates, market prices and asset lives.

Although estimates of fair value are based upon assumptions believed to be reasonable, actual results may differ.

and Concentrations Risk :

2 unchanged sentences

its cash in bank deposit accounts, which at times may exceed federally insured limits.

Combinations :

The Company’s acquisition of Aggieland Safari, on April 27, 2020, was accounted for in accordance with Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations .

In purchase accounting, identifiable assets acquired, and liabilities assumed, are recognized at their estimated fair values at the acquisition

date, and any remaining purchase price is recorded as goodwill.

In determining the fair values of assets acquired and liabilities assumed,

the Company makes significant estimates and assumptions, particularly with respect to long-lived tangible and intangible assets.

estimates used in valuing tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates,

market prices and asset lives.

Although estimates of fair value are based upon assumptions believed to be reasonable, actual results

ACQUISITION” for more information.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants, or an exit price.

Inputs to valuation techniques used to measure fair value may be observable or unobservable,

and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable

The fair value hierarchy consists of three broad levels based on the ranks of the quality and reliability of inputs used to determine

the fair values.

Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities.

Level 2 inputs consist

of quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in

markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally

from or corroborated by observable market data.

Level 3 inputs are derived from valuation techniques in which one or more significant

inputs or value drivers are unobservable.

A financial instrument’s categorization within the valuation hierarchy is based upon the

lowest level of input that is significant to the fair value measurement.

Assets and liabilities recognized or disclosed at fair value

on a recurring basis include our term debt.

Accounts Receivable :

2 unchanged sentences

or no accounts receivable.

The Company had accounts receivable of $ 4,469 and $ 0 as of October 3, 2021 and September 27, 2020, respectively.

The Company had accounts receivable of $ 4,405 and $ 4,469 as of October 2, 2022 and October 3, 2021, respectively.

AMERICA, INC.

8 unchanged sentences

Inventories are reviewed and reconciled annually because inventory levels turn over rapidly.

Company had inventory of $ 314,103 and $ 200,891 as of October 3, 2021 and September 27, 2020, respectively.

Company had inventory of $ 541,986 and $ 314,103 as of October 2, 2022 and October 3, 2021, respectively.

and Equipment :

4 unchanged sentences

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

and structures

shelters and habitats

- concession and related

and vehicles - yard and field

- buses and rental

and entertainment

and equipment, cost

accumulated depreciation

October 2, 2022

October 3, 2021

Depreciable Lives

not applicable

Mineral rights

Ground improvements

Buildings and structures

10 - 39 years

Animal shelters and habitats

10 - 39 years

Equipment - concession and related

Equipment and vehicles - yard and field

Vehicles - buses and rental

Rides and entertainment

Furniture and fixtures

Projects in process

Property and equipment, cost

Less accumulated depreciation

( 4,743,224 )

( 4,303,792 )

and equipment, net

assets consist of tradename registrations, which are reported at cost and are being amortized over a period of 15 years.

Property and equipment, net

expense for the years ended October 2, 2022 and October 3, 2021 totaled $ 766,859 and $ 704,016 , respectively.

Intangible assets consist primarily of software implementation costs, website domains and tradename registrations, which

are reported at cost and are being amortized over a period of three to fifteen years.

Amortization expense for the years ended October

2, 2022 and October 3, 2021 totaled $ 16,128 and $ 0 , respectively.

of Long-Lived Assets :

6 unchanged sentences

SCHEDULE OF OTHER CURRENT LIABILITIES

wages and payroll taxes

property taxes

accrued liabilities

current liabilities

Instruments :

The carrying amounts of financial instruments are considered by management to be their estimated fair values due

to their short-term maturities or due to the fact they were entered into during the Company’s 2021 and 2020 fiscal years.

that are publicly traded are valued at their fair market value as of the balance sheet date presented.

October 2, 2022

October 3, 2021

Deferred revenue

Accrued wages and payroll taxes

Accrued sales taxes

Accrued property taxes

Other accrued liabilities

Other current liabilities

AMERICA, INC.

2 unchanged sentences

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Protection Program Loan Accounting Policy :

Currently, there is no authoritative guidance under GAAP that addresses accounting

and reporting by a for-profit business entity that receives forgivable debt from a government entity.

Accordingly, management has elected

to recognize forgivable debt received from a government entity as debt until debt extinguishment occurs when the Company is legally released

from being the obligor.

Upon legal release as obligor, the Company will recognize the forgiven amount as income.

Recognition :

13 unchanged sentences

entitled to in exchange for the goods or services it transfers to the customer.

from park admission fees are recognized at the point in time control transfers to the customer, which is generally when the customer

accepts access to the park and the Company is entitled to payment.

Park admission fee revenues from advance online ticket purchases are

deferred until the customers’ visit to the parks.

Park admission revenues for annual passes and memberships are deferred and recognized

as revenue on a pro-rata basis over the term of the pass or membership.

Revenues from retail and concession sales are generally recognized

upon the concurrent receipt of payment and delivery of goods to the customer.

Revenues from park admission fees are recognized at

the point in time control transfers to the customer, which is generally when the customer accepts access to the park and the Company is

entitled to payment.

Park admission revenues for annual passes and memberships are deferred and recognized as revenue on a pro-rata basis

over the term of the pass or membership.

Park admission fee revenues from advance online ticket purchases are deferred until the customers’

visit to the parks.

Advance online tickets can generally be used anytime during the one year period from the date of purchase.

from retail and concession sales are generally recognized upon the concurrent receipt of payment and delivery of goods to the customer.

Sales taxes billed and collected are not included in revenue.

revenues from advance online admission tickets, and season passes, and memberships were $ 193,912 and $ 242,318 as of October 2, 2022 and

October 3, 2021, respectively, and is included within Other Current Liabilities in the accompanying consolidated balance sheets.

Company periodically sells surplus animals created from the natural breeding process that occurs within the parks.

1 unchanged sentence

reported as a separate revenue line item.

Animal sales are recognized at a point in time when control transfers to the customer,

which is generally determined when title, ownership and risk of loss pass to the customer, all of which generally occurs upon delivery

of the animal.

Based on the Company’s assessment of control indicators, sales are recognized when animals are delivered to the

Animal sales are recognized at a point in time when control transfers to the customer, which

is generally determined when title, ownership and risk of loss pass to the customer, all of which generally occurs upon delivery of the

Based on the Company’s assessment of control indicators, sales are recognized when animals are delivered to the customer.

Company provides disaggregation of revenue based on geography in “ Note 9:

1 unchanged sentence

as it believes this best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

revenues from advance online admission tickets, and season passes and memberships were $ 242,318 and $ 273,386 as of October 3, 2021 and

September 27, 2020, respectively, and is included within Other Current Liabilities in the accompanying consolidated balance sheets.

and Marketing Costs :

Company expenses advertising and marketing costs as incurred.

Advertising and marketing expense for the years ended October 3,

2021 and September 27, 2020 totaled $ 977,562

and $ 749,411 ,

respectively.

The Company expenses advertising and marketing costs as incurred.

Advertising and marketing expense for

the years ended October 2, 2022 and October 3, 2021 totaled $ 1,238,618 and $ 977,562 , respectively.

The Company determines if an arrangement contains a lease at inception and accounts for all leases in accordance with ASC 842,

If an arrangement contains a lease, the Company performs a classification test to determine if the lease is an operating

lease or a financing lease.

Right of use assets represent the right to use an underlying asset for the lease term and lease liabilities

represent the obligation to make lease payments arising from the lease.

Right of use assets are valued at the initial measurement of

the lease liability, plus any indirect costs or rent prepayments, and reduced by any lease incentives and any deferred lease payments.

Right of use assets are amortized over the lease term.

Lease liabilities are recognized on the commencement date of the lease based on

the present value of the future lease payments over the lease term.

The discount rate used to determine the present value of the future

lease payments is the Company’s incremental borrowing rate, unless the rate implicit in the lease is readily determinable.

terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease expense is recognized on a straight-line basis over the life of the lease, unless management believes there is an alternative systematic

basis which better represents the pattern which the Company will consume the economic benefits thereof and is included within general

and administrative expenses.

As a practical expedient, a relief provided in the accounting standard to simplify compliance, the Company

does not recognize right-of-use assets and lease liabilities for leases with an original term of one year or less.

Any non-lease components

are not included within the lease right-of-use asset and lease liability, are reflected as an expense in the period incurred.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

October 2021, the Company entered a financing lease for certain property related to a Christmas Lights drive through display at its Missouri

Effective September 27, 2022, the Company terminated this financing lease, acquiring the leased property related to the Christmas

Lights display for $ 85,000 in exchange for a mutual release of obligations under the lease agreement and recognized a lease termination

gain of $ 2,011 .

Prior to termination of the lease, during the fiscal year ended October 2, 2022 the Company recognized right of use asset

amortization and interest expense related to this lease of $ 154,831 and $ 6,032 , respectively.

Protection Program Loan Accounting Policy :

Currently, there is no authoritative guidance under GAAP that addresses accounting

and reporting by a for-profit business entity that receives forgivable debt from a government entity.

Accordingly, management has elected

to recognize forgivable debt received from a government entity as debt until debt extinguishment occurs when the Company is legally released

from being the obligor.

Upon legal release as obligor, the Company recognized the forgiven amount as income.

Based Compensation :

16 unchanged sentences

did not submit the Plan for consideration to the Company’s stockholders at its last meeting of stockholders.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company utilizes the asset and liability method of accounting for income taxes, which requires the recognition of

19 unchanged sentences

Any tax penalties or interest expense will be recognized in income

No interest and penalties related to unrecognized tax benefits were accrued as of October 3, 2021 or September 27, 2020.

No interest and penalties related to unrecognized tax benefits were accrued as of October 2, 2022 or October 3, 2021.

and Diluted Net Income (Loss) Per Share :

7 unchanged sentences

The Company has not yet adopted a policy regarding payment of dividends.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounting Pronouncements :

Losses – Financial Instruments

June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses

(Topic 326) , which changes the impairment model for most financial assets to require measurement and recognition of expected credit

losses for financial assets held, replacing the existing incurred loss model.

ASU 2016-13 is effective for annual reporting periods

beginning after December 15, 2022, including interim reporting periods within those annual reporting periods.

June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic

326) , which changes the impairment model for most financial assets to require measurement and recognition of expected credit losses

for financial assets held, replacing the existing incurred loss model.

ASU 2016-13 is effective for annual reporting periods beginning

after December 15, 2022, including interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes , which simplifies

the accounting for income taxes by removing certain exceptions to the general principals in ASC 740, and also clarifies and amends existing

guidance to improve consistent application.

The provisions ASU 2019-12 are effective for the Company’s financial statements no

later than the fiscal year beginning October 4, 2021.

The Company is in the process of evaluating the impact of this amendment on its

consolidated financial statements;

however, it is not anticipated to be material.

Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures, however,

it is not anticipated to be material.

as noted, the Company does not expect recently issued accounting standards or interpretations to have a material impact on the Company’s

financial position, results of operations, cash flows or financial statement disclosures.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 27, 2020 , the Company, through a newly formed subsidiary, Aggieland-Parks, Inc., a Texas corporation, acquired substantially all

the assets of Aggieland Safari LLC, Ferrill Creek Ranch LLC, and Vernell Investments LLC (combined the “Aggieland Assets”),

primarily consisting of the Aggieland Safari Adventure Zoo and Safari Park (“Aggieland Safari”), including animal inventory,

real estate, mineral rights, and certain equipment and other assets necessary to operate Aggieland Wild Animal – Texas.

Wild Animal – Texas is situated on 250 acres of a 450-acre property, located approximately 25 miles northeast of Bryan/College

Station, Texas and 120 miles northwest of downtown Houston.

The total purchase price for the Aggieland Assets was $ 7.10 million, after

determination of the fair value of the seller note.

The transaction was financed with a $ 5.00 million loan (the “2020 Term Loan”)

from First Financial Bank, N.A.

(“First Financial”), a seller note with a face value of $ 750,000 (the “Aggieland Seller

Note”), and cash totaling $ 1.38 million.

The 2020 Term Loan is secured by substantially all the Aggieland Assets, as well as guarantees

from the Company and its subsidiaries.

The 2020 Term Loan bears interest at a rate of 5.0 % per annum, has a maturity date of April 27,

2031 , and required interest only monthly payments through April 2021.

The Aggieland Seller Note represented a deferred portion of the

purchase price, bore no interest, matured on June 30, 2021, and was secured by a second priority subordinated lien and security interest

in the acquired mineral rights and the animal inventory.

The Company applied a 2.5% discount rate to determine a fair value of $ 728,500

for the Aggieland Seller Note as of April 27, 2020.

following table sets forth the purchase consideration paid to the members of Aggieland Safari and the amount of assets acquired and liabilities

assumed as of the acquisition date:

SCHEDULE OF SOURCES OF CONSIDERATION PAID TO AGGIELAND SAFARI MEMBERS

of consideration paid to Aggieland Safari Members:

cash received

consideration

price allocation:

SCHEDULE OF PURCHASE PRICE ALLOCATION

and equipment

net assets acquired

purchase price has been allocated based on the estimated fair value of assets acquired and liabilities assumed as

of the acquisition date.

The determination of estimated fair value requires management to make significant estimates and assumptions.

following table presents supplemental pro forma information for the year ended September 27, 2020 as if the acquisition had occurred

at the beginning of the Company’s 2020 fiscal year.

The unaudited pro forma information includes adjustments for depreciation expense

on property and equipment acquired, interest expense on debt incurred related to the acquisition, and the related income tax effects,

as well as the elimination of property and equipment impairment charges recorded by Aggieland Safari prior to the acquisition.

forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been

effected at the beginning of the Company’s 2020 fiscal year.

SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION

the year ended

per share - basic and diluted

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

LONG-TERM DEBT

23 unchanged sentences

paid off with the proceeds of the 2021 Term Loan.

27, 2020 , the Company acquired

Aggieland Wild Animal – Texas, see “NOTE 3.

ACQUISITION”, financing the transaction with the 2020

Term Loan from First Financial and

the Aggieland Seller Note.

The 2020 Term Loan in the original principal amount of $ 5.00

million from First Financial is

by substantially all the Aggieland Wild Animal – Texas assets, as well as guarantees from the Company and its subsidiaries.

The 2020 Term Loan bears interest at a rate of

per annum, has a maturity date

of April 27, 2031, and required interest only monthly payments through April 2021.

The 2020 Term Loan requires monthly payments of approximately

beginning in May 2021.

paid a total of approximately $ 62,375

in fees and expenses in connection

with the 2020 Term Loan.

30, 2021 , the Company used the

incremental proceeds of the 2021 Term Loan, combined with additional funds, to paydown $ 1.00

million against the 2020 Term Loan,

which had an outstanding balance of $ 3.83

million as of October 3, 2021.

The Company was in compliance with the liquidity and annual debt coverage ratio financial covenants of the 2020 Term Loan as of September

27, 2020 and October 3, 2021, and for the years then ended.

April 27, 2020 , the Company, through its wholly owned subsidiary Aggieland-Parks, Inc., acquired Aggieland Wild Animal – Texas.

The purchase price of $ 7.10 million was financed with a $ 5.0 million loan (the “ 2020 Term Loan ”) from First Financial Bank,

(“First Financial”), a seller note with a face value of $ 750,000 (the “Aggieland Seller Note”), and cash

totaling $ 1.38 million.

The 2020 Term Loan is secured by substantially all the Aggieland Wild Animal – Texas assets, as well as

guarantees from the Company and its

subsidiaries.

The 2020 Term Loan bears interest at a rate of 5.0 % per annum, has a maturity date of April 27, 2031 , and required interest only monthly

payments through April 2021.

The 2020 Term Loan requires monthly payments of $ 53,213 beginning in May 2021.

The Company paid a total

of approximately $ 62,375 in fees and expenses in connection with the 2020 Term Loan.

On June 30, 2021, the Company used the incremental

proceeds of the 2021 Term Loan, combined with additional funds, to paydown $ 1.0 million against the 2020 Term Loan, which had an outstanding

balance of $ 3.37 million as of October 2, 2022.

The Company was in compliance with the liquidity and annual debt coverage ratio financial

covenants of the 2020 Term Loan as of October 3, 2021 and October 2, 2022, and for the years then ended.

Aggieland Seller Note represented a deferred portion of the Aggieland Wild Animal – Texas purchase price, had a face value of $ 750,000 ,

4 unchanged sentences

On June 29, 2021, the Company paid off the Aggieland Seller Note.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

LONG-TERM DEBT (CONTINUED)

a result of the initial negative economic impacts and uncertainties caused by the COVID-19 pandemic, Wild Animal – Georgia and

Wild Animal – Missouri each applied for Paycheck Protection Program (“PPP”) loans.

Wild Animal – Missouri each applied for PPP loans.

On April 14, 2020 and April 16,

13 unchanged sentences

accrued interest, resulting in a gain on extinguishment of debt totaling $ 189,988 , during the year ended October 3, 2021.

expense of $ 335,944 and

$ 182,926 for

the years ended October 3, 2021 and September 27, 2020, respectively, includes $ 16,366

expense of $ 261,621

and $ 335,944 for

the years ended October 2, 2022 and October 3, 2021, respectively, includes $ 5,888

and $ 16,366 ,

respectively, of debt financing costs amortization in each period.

In addition, interest expense for the years ended October 3,

2021 and September 27, 2020 includes $ 13,985

Interest expense for the year ended October 2, 2022 also includes

financial lease cost amortization of $ 6,032 .

Interest expense for the year ended October 3, 2021 also includes $ 13,985

of loan discount amortization.

respectively.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

LONG-TERM DEBT (CONTINUED)

following table represents the aggregate of the Company’s outstanding long-term debt:

SCHEDULE OF DEBT

principal outstanding

October 2, 2022

October 3, 2021

Loan principal outstanding

unamortized debt financing costs

Gross long-term debt

Less current portion of long-term debt, net of unamortized costs and

Long-term debt

current portion of long-term debt,

of unamortized costs and discount

( 1,221,009 )

of October 2, 2022, the scheduled future principal maturities, by fiscal year, are as follows:

SCHEDULE OF MATURITIES OF LONG-TERM DEBT

OF MATURITIES OF LONG-TERM DEBT

LINE OF CREDIT

7 unchanged sentences

not renew the 2018 LOC , which had never been utilized.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

STOCKHOLDERS’ EQUITY

of common stock issued for service to the Company are valued based on market price on the date of the award.

December 13, 2021, the Company declared its annual compensation award to seven directors for their service on the Board of Directors.

Five directors were awarded $ 10,000 each, two new directors were awarded $ 2,222 each, and two directors received a total of $ 7,500 for

serving as committee chairpersons and as a non-employee officer, with such compensation to be paid all in shares of the Company’s

common stock, all in cash or a combination thereof, at each director’s election.

Five directors elected to receive all shares,

one director elected to receive 60% in shares and 40% in cash, and one director elected all cash.

Based on the closing stock price of

$ 0.553 per share on December 13, 2021, a total of 84,888 shares were distributed on February 21, 2022.

The total compensation award cost

of $ 61,944 was reported as an expense in the three month period ended January 2, 2022 .

December 13, 2021, the Company awarded a non-director officer $ 10,000 to be paid in shares of the Company’s common stock, totaling

18,083 shares based on the closing stock price of $ 0.553 per share on December 13, 2021, which were distributed on February 21, 2022,

and $ 10,000 of compensation expense was reported in the three month period ended January 2, 2022.

December 18, 2020, the Company declared its annual compensation award to six directors for their service on the Board of Directors.

Director was awarded $ 10,000 , to be paid all in shares of the Company’s common stock, all in cash or a combination thereof, at

each Director’s election.

Four Directors elected to receive all shares, one Director elected to receive 50% in shares and 50% in

cash, and one Director elected all cash.

Based on the closing stock price of $ 0.4388 per share on December 18, 2020, a total of 102,550

shares were distributed on January 11, 2021.

The total compensation award cost of $ 60,000 was reported as an expense in the three month

period ended January 3, 2021.

December 5, 2019, the Company declared its annual compensation award to four Directors for their service on the Board of Directors.

Director was awarded $ 8,500 , to be paid all in shares of the Company’s common stock, all in cash or a combination thereof, at each

Director’s election.

All four Directors elected to receive all shares, totaling 200,000 shares, based on the closing stock price

of $ 0.17 per share on December 5, 2019, and the Company distributed each award on January 8, 2020.

The total award cost of $ 34,000 was

reported as an expense in the three month period ended December 29, 2019.

Each director was awarded $ 10,000 , with such compensation to be paid all in shares of the Company’s common stock, all in cash or

a combination thereof, at each director’s election.

Four directors elected to receive all shares, one director elected to receive

50% in shares and 50% in cash, and one director elected all cash.

Based on the closing stock price of $0.4388 per share on December 18,

2020, a total of 102,550 shares were distributed on January 11, 2021.

The total compensation award cost of $ 60,000 was reported as an

expense in the three month period ended January 3, 2021 .

directors and their controlled entities own approximately 53.4 % of the outstanding common stock of the Company as of October 2, 2022.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

as of June 1, 2020 , the Company and Dale Van Voorhis, the Company’s Chairman and Chief Executive Officer, entered into an employment

agreement (the “2020 Van Voorhis Employment Agreement”).

November 14, 2022 , the Company and Lisa Brady, the Company’s President and Chief Executive Officer, entered into an employment

agreement (the “Brady Employment Agreement”).

Pursuant to the Brady Employment Agreement, Ms.

Brady receives an initial base

annual compensation in the amount of $ 175,000 per year, subject to annual review by the Board of Directors.

Brady is entitled to

receive an annual Performance Incentive of up 25 % of her base annual compensation, subject to performance milestones.

Brady is also

scheduled to receive awards of shares of Company stock, $ 50,000 after the first ninety days of employment, and $ 50,000 , $ 60,000 , $ 70,000

and $ 75,000 as of the last day of the Company’s fiscal year from its 2023 fiscal year through its 2026 fiscal year, respectively.

The number of shares awarded is to be based on the average price of the Company’s stock on the date of the award.

Each award will

vest ratably over three year period.

Brady also received a $ 5,000 sign-on bonus.

The Brady Employment Agreement has a term of five

years and entitles Mr.

Brady to participate in any deferred compensation plan the Company may adopt during the term of her employment

with the Company.

Effective June

1, 2022 , the Company

and Dale Van Voorhis, the Company’s Chairman of the Board, entered into an employment agreement (the “2022 Van

Voorhis Employment Agreement”).

Van Voorhis has been part of the Company’s executive management since 2009, and most

recently served as the Company’s Interim CEO until Ms.

Brady was hired.

Van Voorhis will serve as Special Advisor to the

CEO through May 31, 2023.

Pursuant to the 2022 Van Voorhis Employment Agreement, Mr.

receives an initial base annual compensation in the amount of $ 100,000 per year, subject to annual review by the Board of Directors.

The 2020 Van Voorhis Employment Agreement has a term of two years and entitles Mr.

Van Voorhis to participate in any deferred compensation

plan the Company may adopt during the term of his employment with the Company.

Van Voorhis receives annual compensation in the

amount of $ 100,000

through May 31, 2023 and $ 50,000

from June 1, 2023 through May 31, 2024.

In addition, Mr.

Van Voorhis will serve as a member of the Company’s Strategic Growth

and Audit Committees during the two year term of his employment with the Company.

as of January 1, 2022 , the Company and Todd R.

1 unchanged sentence

(the “2022 White Employment Agreement”).

The 2019 White Employment Agreement has a term of three years , with minimum annual

compensation of $ 70,000 in year one, $ 75,000 in year two and $ 80,000 in year three.

Effective January 1, 2021, Mr.

White’s annual

compensation was changed to $ 90,000 .

White is entitled to participate in any deferred compensation plan the Company may adopt during

Pursuant to the 2022 White Employment Agreement, Mr.

White receives an initial base

annual compensation in the amount of $ 90,000 per year, subject to annual review by the Board of Directors.

The 2022 White Employment

Agreement has a term of two years and entitles Mr.

White to participate in any deferred compensation plan the Company may adopt during

the term of his employment with the Company.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

of the foregoing employment agreements contains provisions for severance compensation in the event an agreement is (i) terminated early

by the Company without cause ($ 371,667 in aggregate) or (ii) in the event of a change in control of the Company ($ 431,667 in aggregate),

as well as disability and death payment provisions ($ 199,667 in aggregate).

As of October 2, 2022, the Company has not adopted any deferred

compensation plans.

as of May 1, 2018 , the Company entered into an employment agreement with Michael D.

9 unchanged sentences

Newman’s annual compensation was changed to $ 108,000 .

The Newman Employment Agreement had a term of five years and entitled

Newman to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

Effective October 31, 2021, Mr.

The Newman Employment Agreement had a term of five years .

October 31, 2021 , Mr.

Newman resigned his employment with the Company.

of October 3, 2021, the Company has not adopted any deferred compensation plans.

Each of the foregoing employment agreements contains

provisions for severance compensation in the event an agreement is (i) terminated early by the Company without cause ($ 116,667 in aggregate)

or (ii) in the event of a change in control of the Company ($ 381,667 in aggregate), as well as disability and death payment provisions

($ 95,000 in aggregate).

the years ended October 3, 2021 and September 27, 2020, the Company reported a pre-tax profit of $ 3.68 million and $ 3.69 million, respectively.

the years ended October 2, 2022 and October 3, 2021, the Company reported a pre-tax profit of $ 1.03 million and $ 3.68 million, respectively.

The Company’s provision for income taxes consists of the following:

SCHEDULE OF PROVISION FOR INCOME TAX

the year ended

tax provision

October 2, 2021

October 3, 2021

For the year ended

October 2, 2022

October 3, 2021

Total tax provision

Company’s provision for Federal income tax consists of the following:

SCHEDULE OF COMPONENTS OF FEDERAL INCOME TAX

income tax benefit attributable to:

the year ended

October 2, 2021

October 3, 2021

For the year ended

October 2, 2022

October 3, 2021

Provision at statutory rate

loan forgiveness benefit

provision for Federal income taxes

the fiscal years ended October 3, 2021 and September 27, 2020, the Company recorded a provision for State of Georgia income taxes of

State tax benefit

PPP loan forgiveness benefit

Net provision for Federal income taxes

the fiscal years ended October 2, 2022 and October 3, 2021, the Company recorded a provision for State of Georgia income taxes of $ 104,400

and $ 193,700 , respectively.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

The Complaint

seeks damages of $ 540,000 , as well as interest and expenses.

The Company denies it was obligated to purchase such life insurance and

has raised other issues it believes are adverse to this claim.

The Company is vigorously opposing this claim.

May 21, 2019, the Company’s Missouri Park was struck by a tornado and sustained property damage, primarily to the “walk about”,

the more traditional zoo-like section of the park, as well as to several auxiliary buildings.

The park was closed at the time of this

event and no employees were injured.

While a few animals sustained non-life threatening injuries, no animals were killed or escaped.

a result of the tornado damage, through September 29, 2019, the Company had written-off $ 56,339 related to the net book value of property

destroyed and damaged, and incurred $ 24,105 of cleanup and repair expenses.

Through September 29, 2019, the Company had capitalized $ 66,376

of expenditures related to improvements associated with the tornado damage.

The Company capitalized an additional $ 71,478 of improvements

associated with the tornado damage during the year ended September 27, 2020.

On April 15, 2020, the Company received $ 24,373 of insurance

proceeds, partially offsetting the costs and expenses incurred in the recovery from the tornado damage.

as described above, the Company is not a party to any pending legal proceeding, nor is its property the subject of a pending legal proceeding,

was seeking damages of $ 540,000 , as well as interest and expenses.

The trial date was set for August 15, 2022.

Effective August 5, 2022,

the Company agreed to pay the plaintiffs $ 100,000 to settle this Compliant and obtain a full release for any related complaints.

release was obtained, and the full payment was made prior to October 2, 2022.

as noted above, the Company is not a party to any pending legal proceeding, nor is its property the subject of a pending legal proceeding,

that is not in the ordinary course of business or otherwise material to the financial condition of its business.

1 unchanged sentence

directors, officers or affiliates is involved in a proceeding adverse to its business or has a material interest adverse to its business.

AMERICA, INC.

and SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS SEGMENTS

5 unchanged sentences

following tables present financial information regarding each of the Company’s reportable segments:

SCHEDULE OF REVENUE BY REPORTING SEGMENTS

the year ended

(loss) before income taxes:

on extinguishment of debt

Income before income taxes

SCHEDULE OF REVENUE BY

REPORTING SEGMENTS

October 2, 2022

October 3, 2021

For the year ended

October 2, 2022

October 3, 2021

Total net sales:

Total net sales

Income (loss) before income taxes:

Segment total

Other income, net

Legal settlement

Gain on extinguishment of debt

Interest expense

Income (loss) before income taxes

October 2, 2022

October 3, 2021

Depreciation and amortization:

and amortization

Capital expenditures

October 2, 2022

October 3, 2021

October 2, 2022

October 3, 2021

Total assets:

AMERICA, INC.

1 unchanged sentence

TO THE CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS SEGMENTS (CONTINUED)

the year ended

and amortization:

and amortization

FAIR VALUE MEASUREMENTS

of October 2, 2022 and October 3, 2021, the fair value of our long-term debt was $ 4.61 million and $ 5.72 million, respectively.

The measurement

of the fair value of long-term debt is based upon inquiries of the financial institutions holding the respective loans and is considered

a Level 2 fair value measurement.

respective carrying values of cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of

the short maturity of these instruments.

SUBSEQUENT EVENTS

Company has analyzed its operations subsequent to October 2, 2022 to the date these financial statements were issued and has determined

that no material subsequent events have occurred from the date of these consolidated financial statements through the date of filing.

that no material subsequent events have occurred from the date of these consolidated financial statements, except as follows:

14, 2022, the Company entered into an employment agreement with Lisa Brady to serve as its President and CEO.

For additional information,

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES” herein.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures